UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q





         (Mark One)
    [X]  QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000.
                                       OR
    [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO
         _____________



                         Commission file number: 0-26975


                          PREFERENCE TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)


                  Nevada                                   88-0417949
         (State or other jurisdiction                   (I.R.S. Employer
         of incorporation or organization)               Identification No.)
         333 North Ranch Drive, Suite 810
                  Las Vegas, Nevada                          89106
         (Address of principal executive offices)          (Zip Code)


       Registrant's telephone number, including area code: (702) 648-6400


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


         Yes  ..X..      No  ___


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


         Indicate  the  numbers of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practical date.


         At May 1, 2000, there were 28,650,964 shares of the Registrant's  $.001
Par Value Common Stock outstanding.


<PAGE>


                          PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements



                          Preference Technologies, Inc.
                          (A Development Stage Company)
                                  Balance Sheet

Assets
                                              March 31, 2000  December  31, 1999
                                               (unaudited)         (audited)
Current assets

Cash and cash equivalents                      $  2,047,586    $     32,791
Notes receivable                                     15,709          14,700
Subscription receivable                              15,560

                                               ------------    ------------
         Total current assets                     2,078,855          47,491

Furniture & equipment, net                          815,889         637,276
Other assets                                         67,756          67,756
                                               ------------    ------------
Total assets                                   $  2,962,500    $    752,523
                                               ============    ============

Liabilities and Stockholders Equity

Accounts payable & accrued expenses            $    636,406    $    770,912
                                               ------------    ------------

Total current liabilities                           636,406         770,912


Stockholders equity

Common Stock @ $.001 par Value
Authorized  200,000,000
Issued and outstanding
   28,650,964 and 26,413,052, respectively           28,651          26,413
Additional paid-in capital                       14,012,692       8,315,941
Deficit accumulated during development stage    (11,715,249)     (8,360,743)
                                               ------------    ------------

Total stockholders equity                         2,326,094         (18,389)
                                               ------------    ------------

Total liabilities and stockholders equity      $  2,962,500    $    752,523
                                               ============    ============


   The accompanying notes are an integral part of these financial statements.


                                       2

<PAGE>


                          Preference Technologies, Inc.
                          (A Development Stage Company)
                             Statement of Operations



                                    3 months Ended    February 3, 1999
                                    March 31, 2000     (Inception) to
                                                       March 31, 1999


Selling, general and
     administrative expenses          $  3,367,267    $    386,477
                                      ------------    ------------

Loss from operations                    (3,367,267)       (386,477)

Other income (expense):

Misc. income                                   236               0
Interest income                             12,525               0
Forgiveness of debt                              0          81,822
Financing expense                                0      (1,557,335)
                                      ------------    ------------

Total other income (expense)                12,761      (1,475,513)
                                      ------------    ------------

Net loss                              ($ 3,354,506)   ($ 1,861,990)
                                      ============    ============


Basic loss per share                        ($0.12)         ($0.07)
                                      ============    ============

Diluted loss per share                      ($0.12)         ($0.07)
                                      ============    ============

Weighted average shares outstanding     27,532,008      25,098,048
                                      ============    ============



   The accompanying notes are an integral part of these financial statements.




                                       3
<PAGE>


                          Preference Technologies, Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows

                                               3 months Ended   February 3, 1999
                                               March 31, 1999   (Inception) to
                                                                 March 31, 2000

Cash flows from operating activities:

Net loss                                          ($3,354,506)   ($1,861,990)

Adjustments to reconcile net loss to net cash
     used in operating activities:
Depreciation and amortization                          66,094         26,738
Increase from common stock issued for services              0        100,000
Financing expense from issuing warrants                     0        693,000
Compensation expense for issuing below
     market options                                   501,842              0
Compensation expense for issuing
    stock options                                     864,335
(Increase)/Decrease in notes receivables              (16,568)    (2,806,300)
Increase/(Decrease) in accounts payable              (134,506)       267,639
(Increase)/Decrease in prepaids                             0         67,147
Increase/Decrease in deposits                               0        (51,509)
                                                  -----------    -----------

Net cash used in operating activities              (2,937,644)    (2,835,234)
                                                  -----------    -----------

Cash flows from investing activities:

Purchase of furniture and equipment                  (244,707)       (56,766)
                                                  -----------    -----------

Net cash used in investing activities:               (244,707)       (56,766)
                                                  -----------    -----------

Cash flows from financing activities:

Proceeds from private placement of
   common stock                                     5,977,693      2,892,000
Offering costs                                       (800,547)             0
                                                  -----------    -----------

Net cash flows provided by financing activities     5,197,146      2,892,000
                                                  -----------    -----------

Net increase in cash and cash equivalents         $ 2,014,795    $         0

Cash and cash equivalents, beginning of period         32,791              0
                                                  -----------    -----------

Cash and cash equivalents, end of the period      $ 2,047,586    $         0
                                                  ===========    ===========

   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>



                                                  PREFERENCE TECHNOLOGIES, INC.
                                                   (formerly STOCKUP.COM, INC.)
                                                  (A DEVELOPMENT STAGE COMPANY)
                                                  NOTES TO FINANCIAL STATEMENTS
                                                                 March 31, 2000

--------------------------------------------------------------------------------

NOTE 1 - GENERAL

      The  accompanying  financial  statements and footnotes have been condensed
      and  therefore  do not  contain  all  disclosures  required  by  generally
      accepted accounting principles.  The interim financial data are unaudited;
      however, in the opinion of Preference Technologies,  Inc. (the "Company"),
      the  interim  data  include  all  adjustments,  consisting  only of normal
      recurring  adjustments,  necessary for a fair statement of results for the
      interim  period.  Results  for the  interim  periods  are not  necessarily
      indicative of those to be expected for the full year.

NOTE 2 - DESCRIPTION OF BUSINESS

      Preference  Technologies,  Inc. (the "Company") was incorporated in Nevada
      in  February  1999  under its  former  name  StockUp.com,  Inc.  Effective
      February  23,  2000,  StockUp.com,  Inc.  officially  changed  its name to
      Preference Technologies, Inc.

      The  Company  is  developing   second-generation  Internet  technology(TM)
      products  that will be  licensed  to other  websites  and  distributed  to
      end-users.  The Company's  products offer the end user increased levels of
      customization and  interactivity.  Websites  deploying the technology will
      benefit from increased traffic,  enhanced user retention,  and the ability
      to build targeted aggregate marketing profiles of users.

      Courtleigh  Capital,  Inc.  ("Courtleigh"),  a  Kansas  corporation  and a
      publicly traded  corporation,  was first incorporated under the name ANCR,
      Inc. on July 30, 1985 under the laws of the State of Colorado.  ANCR, Inc.
      became an inactive  shell  corporation,  and on July 23, 1997  changed its
      name to CEA Lab,  Inc.  Furthermore,  on October 16, 1995,  CEA Lab,  Inc.
      reincorporated in the State of Kansas and subsequently changed its name to
      Courtleigh Capital, Inc. In February 1999, Courtleigh subsequently changed
      its name to StockUp.com, Inc. and reincorporated in the State of Nevada.

      On December 30, 1998,  Marketing Direct Concepts,  Inc. ("MDC"),  a Nevada
      corporation,  entered into an Asset Purchase and Escrow Agreement, whereby
      it sold  assets and  liabilities,  valued at  $368,178,  to the Company in
      exchange for 18,000,000 shares of Courtleigh's common stock.

      Courtleigh  had  minimal  assets  and  liabilities  at  the  date  of  the
      acquisition  and  did  not  have  operations  prior  to  the  acquisition.
      Therefore, no pro forma information is presented.





                                       5
<PAGE>



                                                  PREFERENCE TECHNOLOGIES, INC.
                                                   (formerly STOCKUP.COM, INC.)
                                                  (A DEVELOPMENT STAGE COMPANY)
                                                  NOTES TO FINANCIAL STATEMENTS
                                                                 March 31, 2000

--------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation
      ---------------------
      The  accompanying  financial  statements  have been prepared in conformity
      with   generally   accepted   accounting   principles   that   contemplate
      continuation  of the Company as a going concern.  Negative cash flows from
      operations  during the three  months  ended  March 31, 2000 and the period
      from February 3, 1999  (inception)  to March 31, 1999 was  $2,937,644  and
      $2,835,234  respectively.  These factors raise substantial doubt about the
      Company's ability to continue as a going concern.

      Recovery of the  Company's  assets is dependent  upon future  events,  the
      outcome of which is indeterminable. Successful completion of the Company's
      development  program and its  transition  to the  attainment of profitable
      operations  is  dependent  upon  the  Company  achieving  a level of sales
      adequate to support the Company's cost structure. In addition, realization
      of a major  portion of the  assets in the  accompanying  balance  sheet is
      dependent  upon the Company's  ability to meet its financing  requirements
      and the success of its plans to sell products. The financial statements do
      not  include  any   adjustments   relating  to  the   recoverability   and
      classification of recorded asset amounts or amounts and  classification of
      liabilities  that  might be  necessary  should  the  Company  be unable to
      continue in existence.

      In  addition to the capital  raised as of March 31, 2000  through  private
      equity  offerings,  the  Company is  currently  negotiating  with  certain
      investors  about raising  additional  capital  through  private  placement
      offerings.  Unless the Company raises additional funds,  either by debt or
      equity issuances,  management  believes that its current cash on hand will
      be  insufficient  to cover its working  capital  needs until the Company's
      sales volume reaches a sufficient level to cover operating expenses.

      The  information  included in this Form 10-Q should be read in conjunction
      with  Management's  Discussion  and Analysis and financial  statements and
      notes thereto included in Preferences Technologies, Inc.'s Form 10-K.

      Advertising
      -----------
      The Company expenses advertising costs as incurred.  Advertising costs for
      the three months ended March 31, 2000 and the period from February 3, 1999
      (inception) to March 31, 1999 was $382,274 and $13,719 respectively.

      Net Loss per Share
      ------------------
      For the periods,  the Company adopted SFAS No. 128,  "Earnings per Share."
      Basic loss per share is  computed  by dividing  loss  available  to common
      stockholders by the weighted-average number of common shares outstanding.

                                       6
<PAGE>



                                                  PREFERENCE TECHNOLOGIES, INC.
                                                   (formerly STOCKUP.COM, INC.)
                                                  (A DEVELOPMENT STAGE COMPANY)
                                                  NOTES TO FINANCIAL STATEMENTS
                                                                 March 31, 2000

--------------------------------------------------------------------------------

      Diluted loss per share is computed  similar to basic loss per share except
      that the  denominator  is  increased  to include the number of  additional
      common shares that would have been  outstanding  if the  potential  common
      shares had been issued and if the additional  common shares were dilutive.
      For the periods from  February 3, 1999  (inception)  to March 31, 1999 and
      the three months ended March 31,  2000,  the Company  incurred a net loss;
      therefore, basic and diluted loss per share is the same.

      Stock Split
      -----------
      On February 23, 2000,  the Company  effected a two-for-one  stock split of
      its common  stock.  All share and per share  data have been  retroactively
      restated to reflect this stock split.

      Concentrations of Credit Risk
      -----------------------------
      The  financial  instrument  which  potentially  subjects  the  Company  to
      concentrations  of credit risk is cash.  The Company  places its cash with
      high  quality  financial  institutions,  and at  times it may  exceed  the
      Federal Deposit  Insurance  Corporation  $100,000  insurance  limit. As of
      March 31, 2000,  uninsured  portions  held at the  financial  institutions
      aggregated to $2,058,737.

NOTE 4 - STOCKHOLDERS EQUITY

      During the three  months ended March 31,  2000,  the Company  received the
      balance of two private offerings of common stock made in December.  Net of
      offering costs,  the Company  received  $5,197,147 for 2,237,912 shares of
      common stock.

      As of December 31, 1999, the number of shares of common stock  outstanding
      totaled  26,413,052.  As of  the  March  31,  2000,  common  stock  shares
      outstanding totaled 28,650,964.



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSES OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

THIS REPORT CONTAINS  FORWARD-LOOKING  STATEMENTS  RELATING TO FUTURE EVENTS AND
FUTURE  PERFORMANCE  OF THE  COMPANY  WITHIN THE  MEANING OF SECTION  27A OF THE
SECURITIES ACT OF 1933 AND SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934,
INCLUDING, WITHOUT LIMITATION,  STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS,
BELIEFS,  INTENTIONS  OR  FUTURE  STRATEGIES  THAT ARE  SIGNIFIED  BY THE  WORDS


                                       7
<PAGE>



"EXPECTS,"  "ANTICIPATES,"  "INTENDS,"  "BELIEVES" OR SIMILAR  LANGUAGE.  ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE  ANTICIPATED IN SUCH  FORWARD-LOOKING
STATEMENTS.  THE CAUTIONARY  STATEMENTS  MADE IN THIS DOCUMENT SHOULD BE READ AS
BEING APPLICABLE TO ALL RELATED FORWARD-LOOKING  STATEMENTS WHEREVER THEY APPEAR
IN THIS DOCUMENT.  ALL FORWARD- LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE
BASED ON  INFORMATION  AVAILABLE  TO THE  COMPANY  ON THE DATE  HEREOF,  AND THE
COMPANY  ASSUMES NO OBLIGATION  TO UPDATE ANY FORWARD  LOOKING  STATEMENTS.  THE
COMPANY  CAUTIONS  INVESTORS  THAT ITS BUSINESS AND  FINANCIAL  PERFORMANCE  ARE
SUBJECT TO  SUBSTANTIAL  RISKS AND  UNCERTAINTIES.  IN EVALUATING  THE COMPANY'S
BUSINESS,  PROSPECTIVE  INVESTORS SHOULD CAREFULLY  CONSIDER THE INFORMATION SET
FORTH  BELOW  UNDER  THE  CAPTION  "RISK  FACTORS"  IN  ADDITION  TO  THE  OTHER
INFORMATION SET FORTH HEREIN.



Overview

The  Company  was  incorporated  in Nevada in  February  1999 and is  developing
second-generation  Internet technology products.  The Global Information Gateway
(GIG)  is the  Company's  first  product.  The GIG  aggregates  news  and  other
information  customized to the users  preference and delivered to the desktop in
real time. The Corporation Information Gateway (CIG) is a branded version of the
Global  Information  Gateway.  By deploying the CIG,  companies create a two-way
communication link and establish a permanent presence on the user's desktop. The
CIG provides business to business (B2B) and business to consumer (B2C) marketing
solutions.

From its inception to date, the Company has incurred costs  associated  with the
development  and launch of its products,  probable  markets,  and business.  The
Company has established  relationships with information  providers that increase
the quality  and  marketability  of the  Company's  products.  While there is no
assurance,  management  believes  that  the  Company's  products  will  commence
generating revenues during the second quarter of 2000.

The Company has historically financed its operations to date through the sale of
its common stock.  Since  inception  through March 31, 2000,  the company issued
28,650,964  shares of its common stock. The Company raised $2.9 million,  net of
offering  costs,  from four accredited  investors as follows:  (i) February 1999
("the  February  Offering")  - Issuance of  2,666,664  shares of common stock in
exchange for $900,000; and (ii) Issuance of options under Rule 506 of Regulation
D,  promulgated  under Section 4 (2) of the  Securities  Act of 1933, to acquire
units  comprised of 2,400,000  shares of common stock,  and  1,200,000  warrants
exercisable at $1.25 per share,  and options to acquire 581,672 shares of common
stock at an  aggregate  exercise  price of $31,250 in exchange  for $2.3 million
cash.  The February 1999 Offering was conducted  under Rule 504. It provided the
necessary  seed capital to commence  implementation  of the  Company's  business
plan. 2,400,000 of these shares are currently restricted and subject to a demand
registration  rights as of January 1, 2000. The 2,400,000  shares and the shares
underlying the 1,200,000 warrants are subject to reasonable  underwriter trading
restrictions  in the event of a public  offering.  The  investors  holding these
securities  are also entitled to  anti-dilution  rights in the event the Company
issues stock at less than $1.25 per share.


                                       8
<PAGE>



In June 1999, the Company entered into a private placement agreement to offer up
to $12,000,000 worth of shares of common stock for 4,000,000 shares. The Company
extended the minimum  offering of $600,000  through  October 31, 1999, for which
the minimum was timely met.  The Company is also  issuing two warrants for every
six shares of common stock to investors  that provide a minimum of $18,000 at an
exercise price of $5 per share with a two-year term. The shares underlying these
warrants  shall be  subject to  piggy-back  registration  rights.  Institutional
investors  shall  receive  the same type and  number  of  warrants,  except  the
exercise  price  shall  be  $5  per  share.   The  Company  shall  pay  to  each
broker-dealer  warrants to purchase shares equal to 10% of the Company's  common
stock sold by such broker-dealer with an exercise price of $7.50. The shares are
not freely traded until the registration of the private placement agreement. The
warrants may be exercised,  commencing upon the date the Company closes a public
offering  of its stock  pursuant to a  Registration  Statement  registering  the
shares  underlying  the  warrants  and  terminating  180  days  thereafter.  The
investment period expired on December 1, 1999.

At December 31, 1999, a total offering of $1,201,247, net of offering costs, was
completed, and 458,334 shares of common stock were issued.

In  connection  with the  offering,  the  Company  granted  113,106  warrants to
investors at December 31, 1999 at an exercise price of $5 per share. The Company
further granted 45,832 warrants to  broker-dealers at an exercise price of $7.50
per share.

On  December  5, 1999,  the  Company  entered  into  another  private  placement
agreement to offer up to $4,000,000 worth of units to accredited  investors with
a minimum offering of $2,000,000.  During the three months ended March 31, 2000,
the Company  received  $2,910,978 net of offering  costs,  and issued  1,301,600
shares of common  stock and 433,866  warrants.  Each unit was  comprised  of six
shares of the Company's common stock and two warrants at an exercise price of $5
per share.  The warrants may be exercised,  commencing upon the date the Company
closes a public  offering  of its stock  pursuant  to a  Registration  Statement
registering  the shares  underlying  the  warrants and  terminating  three years
thereafter.  Each warrant shall be callable  upon  providing the holder 20 days'
written notice in the event the shares have been  registered and the closing bid
price of the shares is at a price of $10 per share during 10 consecutive trading
days.  The securities  comprising  the units shall not be detachable  unless and
until a Registration Statement is declared effective.

The offering also included  distribution  of warrants to  broker-dealers  in the
amount of 20% of the aggregate  proceeds raised by a broker,  divided by 3.75 at
an  exercise  price of $5 per  share.  At March  31,  2000,  a total of  178,600
warrants  were  issued  to  brokers.  In the  event the  Company  registers  its
securities,  the Company shall register the shares and the shares underlying the
warrants,  subject  to a trading  lock-up,  (i) upon the  effective  date of the
Registration  Statement ("the Effective Date"),  33.33% of such securities shall
be  free  trading;  (ii)  45 days  after  the  Effective  Date,  33.33%  of such
securities  shall be  free-trading,  and (iii) 90 days after the Effective Date,
33.33% of such securities  shall be  free-trading.  In the event the Company has
not  filed a  Registration  Statement  registering  the  shares  and the  shares
underlying the warrants prior to July 1, 2000, then a majority of the holders of
the units  issued  shall have the right to demand that the  Company  immediately
register all such securities. In the event of such a demand, then upon the first


                                       9
<PAGE>


of each month after such demand during which the  Registration  Statement is not
effective,  commencing  no earlier then October 1, 2000,  the number of warrants
issued hereunder shall be increased,  on a pro-rata basis, to the holders of the
units, by an amount equal to 2% of the warrants issued.

On December 3, 1999, the Company entered into a subscription  agreement to offer
units at a price of $9 per unit.  For Investors  investing at least  $1,000,000,
the price per unit will be decreased  to $7.50 per unit.  Each unit is comprised
of six  shares  of the  Company's  common  stock and two  warrants.  There is no
minimum or maximum total investment related to this agreement. The Company shall
pay to each  broker-dealer  warrants  to  purchase  shares  equal  to 10% of the
Company's  total units issued.  All warrants  shall have an exercise price of $5
per share. In the event the Company has not filed a Registration Statement on or
prior to  September  1,  2000,  the  investor  shall  have the  right to  demand
registration  of the shares and the warrant  shares,  and the number of warrants
issued  shall be  increased  by 5% of the  original  number of warrants  issued,
commencing September 1, 2000 and upon the first of each month thereafter,  until
the shares and warrants  are  registered.  In the even the  Company,  during the
six-month  period of time following the date of the  agreement,  sells shares at
less than $3 per share (or $2.50 per share in the event an investor is providing
$1,000,000),  then the Company shall be required to issue additional  securities
to the  investor  in an amount  such that the  investor  would  receive,  in the
aggregate,  the same  securities as if he had  participated in the reduced price
offering. As of March 31, 2000, a total offering of $3,435,577,  net of offering
costs,  was  completed,  and  1,436,314  shares of common stock were issued.  In
connection with the offering, a total of 47,878 and 478,780 warrants were issued
to brokers and investors, respectively.

We have incurred  significant net losses and negative cash flows from operations
since our  inception.  At March  31,  2000,  we had an  accumulated  deficit  of
$11,715,249. These losses have been funded primarily through the issuance of our
equity  securities.  We intend to continue to invest  heavily in  marketing  and
brand  development,  content  enhancements,  and technology  and  infrastructure
development.  As a result,  we believe that we will continue to incur net losses
and negative cash flows from  operations for the foreseeable  future.  Moreover,
the rate at which these  losses  will be  incurred  may  increase  from  current
levels.

For the three  months  ended March 31, 2000 and for the period from  February 3,
1999  (inception)  to  March  31,  1999,  the  Company's  selling,  general  and
administrative  expenses were $3,367,267 and $386,477 respectively.  The Company
earned  $12,761 in other income for the three  months ended March 31, 2000.  The
net loss for the three months ended March 31, 2000 and the period from  February
3, 1999  (inception)  to March  31,  1999  totaled  $3,354,506  and  $1,861,990,
respectively.

We incurred  cumulative deferred  compensation,  which represents the difference
between the exercise price of stock options  granted,  and the fair market value
of the underlying  common stock at the date of grant. The difference is recorded
and amortized over the vesting period of the applicable options. Options granted
through December 1999 typically vest over 15 months, although a portion of those
options vested  immediately.  Options granted after December 1999 generally vest
over  36  months.  Of the  total  deferred  compensation  amount,  approximately
$501,842 and $0 was  amortized  during the three months ended March 31, 2000 and
1999.

As of March 31, 2000, the Company had current assets of $2,078,855, and $883,645
in  furniture,  equipment,  and  other  assets,  resulting  in total  assets  of
$2,962,500. The Company's current liabilities were $636,406.

                                       10
<PAGE>



Results of Operations

The Company is a  development  stage  company and did not generate any operating
revenues for the three months ended March 31, 2000 and the period from  February
3, 1999  (inception)  to March 31, 1999.  The Company is currently  focusing its
efforts on developing  quality  products and  establishing a large consumer base
for these products. While there is no assurance, the Company anticipates that by
developing  quality  products and  establishing a consumer base, it will be in a
position to generate revenues in the future.


Operating Expenses
------------------

Selling, General and Administrative Expenses
--------------------------------------------

For the three months  ended March 31, 2000 and the period from  February 3, 1999
(inception)  to March 31, 1999,  the Company  incurred  $3,367,267  and $386,477
respectively  in operating  expenses.  These expenses were primarily for product
development  and  general  administrative  costs.  The  increase  is  due to the
increased  activity in continuing  product  development  and  increased  general
business activity.  The Company expects its absolute dollar expenses to continue
to  increase  as a result of general  business  activity  and  sales.  Sales are
expected to materialize during the second quarter of 2000.

Other Income
------------

Miscellaneous  Income and Interest  Income totaled  $12,761 and $0 for the three
months  ended  March  31,  2000 and  respectively.  Investment  income in future
periods may  fluctuate  as a result of  fluctuations  in average  cash  balances
maintained by the Company and changes in the market rates of its investments.

Financing Expense
-----------------

For the three months ended  March31,  2000 and the period from  February 3, 1999
(inception)  to  March  31,  1999,  finance  expense  was  $0  and  $1,557  335,
respectively.  Financing expense consists  primarily of cost associated with the
issuance of below market options and warrants.

Depreciation and Amortization
-----------------------------

For the three months  ended March 31, 2000 and the period from  February 3, 1999
(inception)  to March 31, 1999,  depreciation  and  amortization  expenses  were
$66,094 and $26,738 respectively.





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<PAGE>



Stock-Based Compensation Expense
--------------------------------

For the three months ended March 31, 2000, $501,842 of compensation  expense was
recorded. The unamortized balance is being amortized over the vesting period for
the individual options,  which is typically 15 months for options issued earlier
than December 1999 and 36 months for options issued since that date.


Liquidity and Capital Resources

The Company has generated no revenues and does not anticipate generating revenue
until the second  quarter of year 2000.  The  Company  anticipates  that it will
continue to incur net losses and  negative  cash flows from  operations  for the
foreseeable  future.  Moreover,  the rate at which these losses will be incurred
may increase from current  levels.  As a result,  the  Company's  sole source of
capital from February 3, 1999  (inception) to March 31, 2000 has been investment
capital  provided by third  parties.  Further,  the Company  anticipates it will
require additional capital  contributions to fund its operations during the year
2000.  In December  1999,  the Company  commenced  two private  offerings of its
securities.

During the three months ended March 31, 2000, the proceeds from the offerings of
$5,197,146  (net of offering  costs) were received for the issuance of 2,237,912
shares.

Capital  expenditures  have  generally  been  comprised of purchases of computer
hardware  and  software  as well as  leasehold  improvements  related  to leased
facilities and are expected to increase in future periods.

The Company  currently has  commitments  including  those under  operating lease
agreements.  The Company has  experienced a substantial  increase in its capital
expenditures  and operating  lease  arrangements  since its inception,  which is
consistent with increased  staffing,  and anticipates that this will continue in
the future.  Additionally,  the  Company  will  continue  to  evaluate  possible
acquisitions of or investments in businesses,  products,  and technologies  that
are  complementary  to those of the Company,  which may require the use of cash.
Management believes existing cash and investments will not be sufficient to meet
the Company's operating  requirements for the next twelve months;  however,  the
Company  may  sell  additional  equity  or  debt  securities  or  obtain  credit
facilities  to further  enhance its liquidity  position.  The sale of additional
securities could result in additional dilution to the Company's shareholders.








                                       12
<PAGE>



                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is a party to various actions and proceedings incident to its normal
business  operations.  The Company  believes that the outcome of such litigation
and  proceedings,  individually  and in the aggregate,  will not have a material
adverse effect on the business or financial condition of the Company.


Item 2. Changes in Securities

During the three months ended March 31, 2000,  the Company  received the balance
of two  private  offerings  of common  stock made in  December.  Net of offering
costs, the Company received $5,197,147 for 2,237,912 shares of common stock.

As of  December  31,  1999,  the  number of shares of common  stock  outstanding
totaled  26,413,052.  As of the March 31, 2000, common stock shares  outstanding
totaled 28,650,964.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders.

There  were  no  matters  submitted  to a vote of  security  holders  through  a
solicitation  of proxies or  otherwise  during the three  months ended March 31,
2000.


Item 5. Other Information

None

Item 6.

     (A) Exhibits

     27. Financial Data Schedule
     ---------------------------

     (B) During the three months ended March 31, 2000,  two (2) Form 8-K reports
     were filed. The first, filed on February 14, 2000,  announced the change of
     the name of the Company from STOCKUP.COM,  INC. to Preference Technologies,
     Inc. It also  announced a forward stock split of 2 for 1. A second Form 8-K
     was filed on March 14, 2000. It announced  that on March 9, 2000, Mr. Kerry
     Nicponski tendered his resignation as Chief Operating Officer and Director.





                                       13
<PAGE>



                                   SIGNATURES


Pursuant to the  requirements  of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned  thereunto
duly authorized.



      Signature                         Title                          Date
      ---------                         -----                          ----

/s/ Michael Calderone
________________________    Director                               May 12, 2000
Michael Calderone           Chief Executive Officer
                            (Principal Executive Officer)
/s/ Paul Yeager
________________________    Chief Financial Officer                May 12, 2000
Paul Yeager                 (Principal Accounting Officer)




























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